Purchase Order Terms and Conditions

This purchase order (“Order”) is subject to the instructions on the face of this document and the terms and conditions indicated below.  As used throughout this order confirmation, the following terms shall have the meaning set forth:  “Buyer” means J-PAC, LLC, 25 Centre Road, Somersworth, New Hampshire 03878; “Seller” means an independent individual or company who accepts the Order to provide goods and/or services in accordance with the requirements stated in such Order.

  1. APPLICABLE TERMS. Purchase of goods and services by Buyer placed through this Order may be accepted by Seller only in accordance with the terms hereof, unless the parties have entered into a mutually executed written master agreement stating applicable terms and conditions (“Master Agreement”). Except for any Master Agreement, any acceptance herein of an offer of Seller or any confirmation herein of a prior agreement between Buyer and Seller is expressly made conditional on Seller’s assent to the additional or different terms contained herein. Seller may accept this Order by commencement of work, shipment of goods, or furnishing the services hereunder. Dispatch of Seller’s acknowledgment form or other written documentation will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgment, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer. If this Order references that it is part of a Master Agreement, then the terms and conditions of such Master Agreement shall govern, except for those specific additional terms contained on the face of this Order.
  2. ACKNOWLEDGMENT AND SHIPMENT. Seller shall acknowledge this Order immediately advising Buyer of when shipment will be made and confirming method of shipment. Unless otherwise agreed, time is of the essence and immediate shipment is required. Seller shall notify Buyer at once of any delay. If an order does not meet Seller’s minimum billing, Seller shall promptly notify Buyer, in which event Buyer, reserves the right to either cancel or increase order. No charges for boxing, packing, or crating will be allowed unless agreed to in writing, and signed by Buyer’s authorized agent. Purchase order number and vendor number (and Buyer’s stock number if shown on the Order) must appear on all invoices, packages, packing slips or correspondence pertaining to this Order. All bills of lading and shipping memoranda must be mailed to destination of goods immediately upon shipment.
  3. DELIVERY/TITLE. Unless otherwise agreed, delivery shall be F.O.B. destination point and title shall pass to Buyer upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by Buyer shall be the responsibility of the Seller.
  4. INSPECTION, RETURN AND SUBSTITUTION. Items purchased hereunder are subject to inspection and approval at Buyer’s destination. Buyer reserves the right to reject and refuse acceptance of items which are not in full accordance with Buyer’s instructions, specifications, drawings or designs, as the case may be. Items not accepted will be returned at Seller’s expense. Payment for any item shall not be deemed an acceptance thereof. All substitutions must be agreed to, in writing, prior to shipment.
  5. INVOICES. Invoices shall be submitted in duplicate (one copy shall be marked “original”) unless otherwise specified, and shall contain the following information: (i) order number, item number, Buyer’s stock number, description of supplies or services, sizes, quantities, unit prices and extended totals; (ii) bill of lading number and weight of shipment for shipments shipped F.O.B. shipping point. All invoices must be issued in the same unit of measure as shown on the Order.
  6. DISCOUNTS. In connection with any discount offered for prompt payment, time for earning the discount will be computed from the latest of: (i) date of delivery of the supplies to the carrier (when acceptance  is at shipping point); (ii) date of delivery at destination or port of embarkation (when delivery and acceptance are at either of these points); or (iii) date the correct invoice or voucher (in strict accordance with this order) is received in the office specified by Buyer. For the purpose of earning any such discount, payment will be deemed to be made on the date of mailing of Buyer’s check.
  7. CHANGES. Buyer may at any time, by written notice, make changes in: (i) drawings, designs, or specifications, (where the items to be furnished are to be specially manufactured for Buyer in accordance therewith); (ii) method of shipment or packing; and (iii) time or place of delivery. If any such changes cause an increase or decrease in the cost of, or time required for, performance of this Order, Seller shall advise Buyer of such increase or decrease. Buyer shall in turn advise Seller if it agrees that an adjustment will be made in the price or delivery schedule, or both.
  8. VARIATION IN QUANTITY. No variation in the quantity of any item called for by this Order will be accepted unless agreed to in writing and signed by Buyer’s authorized agent.
  9. WARRANTY. Seller warrants that all items sold under this Order will be of first class quality and free from defects in material and workmanship for a period of eighteen (18) months from delivery and acceptance of the product by Buyer, unless another specific warranty period has been designated on the face of this Order. In the event a defect is discovered within the warranty period and is reported by Buyer to Seller within a reasonable time, Seller shall, at Buyer’s option, repair or replace the product to eliminate such defect, at Seller’s cost, including freight. Such Buyer’s remedy is in addition to any and all other remedies that may be available to Buyer at law or in equity.
  10. INSURANCE. If this Order involves the purchase of services or goods with on-site labor, Seller agrees to maintain throughout the pendency of its activities on Buyer’s premises, insurance coverage from an insurer with a minimum financial rating reasonably acceptable to Buyer, with at a minimum, Commercial General Liability Insurance policy that covers bodily injury, personal injury, and property damage, including products liability and contractual liability coverage, with per occurrence limits of not less than $1,000,000 and an aggregate limit of not less than $1,000,000. Seller agrees to make Buyer an “Additional Insured” under such policy, and provide Buyer with a certificate of insurance, together with policy endorsements reflecting Buyer’s status as an additional insured, evidencing all insurance required under the terms of this Order. Seller will also carry Worker’s Compensation Insurance (or qualification as a self-insurer) covering all of its employees sufficient to satisfy the laws of the state in which Seller’s operations are being performed. Seller shall provide for or require any subcontractor to maintain similar coverage for the subcontractor’s employees employed in connection with this Order.
  11. INDEMNITY. Seller agrees to indemnify, defend and hold harmless the Buyer, its agents, servants and employees from and against any and all expenses, claims, demands, losses, damages, actions, or liability of any kind, including attorney’s fees incurred for any and all damage or injury of any kind or nature whatever (including death) to all persons, (including those employed by Seller) or property which is caused by, arises out of, on account of, or as a result of with the performance by Seller, or any sub-contractor of Seller in connection with this Order. Upon demand, Seller agrees to assume on behalf of the Buyer the defense of any action, at law or in equity, which may be brought against the Buyer upon any such claim and to pay on behalf of the Buyer the amount of any judgment that may be entered against the Buyer in any such action. Seller hereby expressly waives any immunity from suit by Buyer, which may be conferred by the workers’ compensation laws, or any other law of any state that would preclude enforcement of the indemnification clause of this agreement by Buyer. Seller further agrees to pay any reasonable attorney’s fees incurred by the Buyer in securing compliance with the provisions of this indemnification agreement. Seller agrees that its obligations to indemnify under this section are distinct from, independent of, and not intended to be coextensive with its duty to procure insurance required herein.
  12. RIGHT TO AUDIT. If this Order involves services, repairs or materials which reflect a cost plus or unit pricing method of purchasing, all charges based on time, materials, or third party rentals, shall be subject to examination by Buyer, and Seller, upon request by Buyer, shall permit Buyer to examine its books and records respecting all such charges.
  13. TERMINATION. Buyer, by written notice, may terminate this Order, in whole or in part. In the event this Order is terminated as a result of Seller’s default, the Seller shall be liable for all damages allowed in law or equity, including the excess cost of reproducing similar items. If this Order is terminated for the convenience of Buyer, Seller will be compensated to the extent that Buyer prior to the effective date of termination has accepted items or services. Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the items ordered.
  14. CONFIDENTIALITY/TRADE SECRETS. All specifications, data and other information furnished by Buyer, or its agents, to Seller in connection with this Order and any data, processes, machine configurations, procurement requirements, customer names or other information otherwise observed, collected, or obtained by Seller while on Buyer’s premises remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used, except for implementation of this Order, without prior written approval of Buyer’s duly authorized representative. The purchase of Seller’s goods or services does not authorize the Seller to use the name of or make reference to “J-PAC” or “J-PAC Medical Innovative Solutions” for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data or other information pertaining to or relating to this usage without prior written approval of Buyer’s duly authorized representative.
  15. INTELLECTUAL PROPERTY. If suit is brought against Buyer alleging that the goods as such or any parts or equipment covered by this Order or their use as such constitute an infringement of any patent, trademark or other right of any third party, Seller shall defend Buyer and pay any awards against Buyer, including reasonable attorney’s fees, for such infringement provided Buyer gives Seller prompt written notice and permits Seller to defend.
  16. SAFETY. Seller agrees to comply and cause its subcontractors to comply with the provisions of the Occupational Safety and Health Act of 1970, the standards and regulations issued there under, and all applicable state safety laws. Seller certifies that all items furnished and all work performed hereunder will comply with said standards and regulations. Seller further agrees to indemnify and hold harmless Buyer for any loss, damage, fine, penalty or any expense whatsoever as a result of Seller’s or its contractor’s failure to comply with the act and any standards or regulations issued there under. When on Buyer’s premises, Seller agrees to comply and cause its subcontractors to comply with site specific safety rules and directions provided by Buyer.
  17. CHEMICAL SUBSTANCES IDENTIFICATION. By acceptance of this Order, the Seller certifies that any chemical substance(s) furnished pursuant to this Order have been properly labeled, and that proper information of the substance(s) (e.g., material safety data sheets) has been provided to Buyer, pursuant to any federal, state or local legislation.
  18. COMPLIANCE WITH LAWS. All goods and services covered by this Order must be produced or performed in accordance with applicable federal, state, and local laws, regulations, rules and orders, including those dealing with equal employment opportunity and the protection of the environment.
  19. COMPANY POLICY COMPLIANCE. By acceptance of this Order, Seller acknowledges that it shall be subject to certain of Buyer’s company policies, rules and regulations regarding safety, security and appropriate Seller conduct on Buyer’s premises or toward Buyer employees. Buyer will notify Seller of such policy, rule or regulation as applicable and prior to any onsite service.
  20. GOVERNING LAW. Unless otherwise agreed, this Order shall be interpreted under the laws of the state of New Hampshire, without recourse to conflict of law provisions.